DESCRIPTION OF SERVICES
Beginning on or within approximately 7 business days after acceptance of this agreement and prepayment for services ordered, We will provide the services (collectively, the "Services") as agreed to by alternate emails or communication between You and Us. You agree to keep and hold all records of communication to your satisfaction describing the agreement for various services, and provide Us with a copy upon related to and upon prepayment for such services. The aggregate results of these services will be considered the "Work Product".
PAYMENT FOR SERVICES
You agree to pay an hourly compensation to Us for the Services in the amount of Our then current hourly rate. We may request additional payments in the event any prepaid amounts are not sufficient to cover the labor or time period required to complete the work. In the event that We require additional time to complete the work, We will not exceed the prepaid hours by more than 10% of the prepaid amount before notifying you of additional time required. In any event, you agree to pay Us for any and all time required to complete your task unless you expressly state to not complete the work in the event We do not have enough time to complete the agreed to task. You agree to pay for any additional time (overage) required at the then hourly rate we charged for the non-overage service ordered. In the event you refuse to pay any balance due, you understand that you will be responsible for additional fees as allowed by law, including interest charges, and in the event of legal actions required to fulfil demand payments, you will be responsible for your and our legal expenses as allowed by law. See the arbitration clause below for additional considerations.
TERM/TERMINATION
This Agreement shall terminate automatically upon completion of the task and upon all payments for any balance due for the related services received from You by Us. It shall also terminate if We determine the task impossible, improbably, or impractical, for varied reasons including technological limitations, quality or lack of components delivered to us (or lack thereof) by You to enable us to complete the Services. These limitations may include, but not be limited to, hosting information, FTP account information, documentation, how to information, software source code or executable code, or other items required to complete the tasks within the Services intended.
RELATIONSHIP OF PARTIES
It is understood by the parties that We are an independent contractor with respect to You, and not an employee of You. You are not expected to provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Us. On the other hand, the reverse is true, that You are not an employee of Us, and We are not intended to provide You with any like benefits during the course of this effort.
WORK PRODUCT OWNERSHIP
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by Us in connection with the Services shall be the exclusive property of Us. Upon request, You shall sign all documents necessary to confirm or perfect the exclusive ownership of improvements to the Work Product. In no way does our customization of any licensed products for You convey any additional legal rights to you beyond what is expressed by alternate original agreements for those licensed products. This agreement does not circumvent any of prior agreements, rights, or obligations, in any way. No work or services may be delivered unless payment for services is made to Us by You, and if any overage exists, payment for such overage must be completed before all work for hire is completed or delivered to you.
CONFIDENTIALITY
You will not at any time or in any manner, either directly or indirectly, use for the personal benefit of our knowledge, or divulge, disclose, or communicate in any manner any information that is proprietary to Us. We and You will protect mutually identified and agreed to private information and treat it as confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, You will return to Us all records, notes, documentation, and other items that were used, created, or controlled by Us or You during the term of this Agreement for purposes of execution of the services.
INDEMNIFICATION
You agree to indemnify and hold Us harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Us that result from the acts or omissions of any kind by Us during the course of, or after completion or termination of, this agreement.
NON-COMPETE/COMPETETIVE NATURE UNDERSTANDING
You understand that we may provide services to you and others, including your competitors, and You agree to not expect nor request restriction on us now or in the future regardless of your then current business, knowledge of competitors, or lack thereof. Simply, You understand that We may likely provided very similar or identical services for others, and may do so without restriction other than provisions of confidentiality. The methods and knowledge, including potential programming components we leverage may be similar or identical to satisfy the services provided to others. Upon such delivery, You understand you will have no right of claim to any intellectual property or any right of claim of any monies due to You for any reason.
ENTIRE AGREEMENT
This Agreement combined with a prior agreed to communication expressing the Services to be provided by this agreement on a per arrangement basis, contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.
SEVERABILITY
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
APPLICABLE LAW
This Agreement shall be governed by the laws of the State or Province of Our operation.
ARBITRATION
By using any of Our services, you agree to submit to binding arbitration. If any disputes or claims arise against Us or Our subsidiaries, Our resellers or their affiliates, Our affiliates, or Our agents, such disputes will be handled by an arbitrator of Our choice. An arbitrator from the American Arbitration Association or the National Arbitration Forum will be selected in the state or province of Our operation, or convenient to Us. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. All decisions rendered by the arbitrator will be binding and considered final. The arbitrator's award will be final and binding on all parties. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration Clause. You are also responsible for any and all costs related to such arbitration.
HEADINGS
Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly. Presentation of this document within the confines of screen/browser real estate of a web page or web document does not diminish its intended use or identify legal boundaries or terms explicitly.
MODIFICATION
Modification to this agreement or the description of the services to be rendered through use of this agreement instrument will be valid only if agreed to in writing, and signed , by all parties. Facsimile may be used, as agreed by both parties, for modifications, extensions, or other added addendum(s), to this agreement. Beyond signed documents, no modifications to this agreement are or will be expressed, implied, or accepted.